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<p>

This <strong>Program Development Agreement</strong> is dated June 6, 2012, and is between <input class="form-control paper" value="Kurtis Rainbolt-Greene"> (the “Developer”) and <input class="form-control paper" value="Client Name"> (the “Client”). This Agreement is a contract that defines the scope of programming services that the <strong>Developer</strong> will provide to the <strong>Client</strong> in return for a fee.

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The parties agree as follows:

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<strong>​Definitions</strong>.​ Each of the following terms has the meaning assigned to it.

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<strong>Agreement</strong> means this <strong>Program Development Agreement</strong>, as amended from time to time.

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<strong>Client Representative</strong> has the meaning assigned to it in section 4.

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<strong>Development Project</strong> means the entire scope of work contracted for pursuant to this <strong>Agreement</strong>, including the specific goals, intended purpose, and other technical details of the work, as set out in <strong>Exhibit A</strong>, as amended from time to time.

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<strong>Down Payment</strong> has the meaning assigned to it in section 3.1.

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<strong>Work Product</strong> means any programming or software created by the <strong>Developer</strong> pursuant to this <strong>Agreement</strong>, or created outside the scope of this <strong>Agreement</strong> and used to complete to the <strong>Development Project</strong>.

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<strong>Development Services</strong>.

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<strong>Programming</strong>. The <strong>Developer</strong> shall design, program, and implement all <strong>Work Product</strong> sufficient to complete the <strong>Development Project</strong> to the specifications described in Exhibit A.

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<strong>Periodic Review</strong>. Upon the <strong>Client</strong>’s reasonable request, the <strong>Developer</strong> shall make any or all <strong>Work Product</strong> available to the <strong>Client</strong> for its review.

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<strong>Tender to the Client</strong>. After the <strong>Development Project</strong> is complete, and within <input class="form-control paper" value="24 hours"> after receiving final payment of all outstanding fees, costs, and expenses owed by the <strong>Client</strong>, the <strong>Developer</strong> shall tender all <strong>Work Product</strong> (including binary and source code) to the <strong>Client</strong>.

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<strong>Right to Assign and Sub-Contract</strong>. The <strong>Developer</strong> may assign any of his duties under this <strong>Agreement</strong> to any person of his choosing, including (but not limited to) sub-contracting with another to perform work on the <strong>Development Project</strong>. If so, the <strong>Developer</strong> agrees to supervise all sub-contractors and warrants the quality of their work.

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<strong>Payment for Development Services</strong>

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<strong>Down Payment</strong>. The <strong>Down Payment</strong> for this <strong>Development Project</strong> is <input class="form-control paper" value="$5,000">. The <strong>Client</strong> shall deliver the <strong>Down Payment</strong> to the <strong>Developer</strong> within <input class="form-control paper" value="24 hours"> after all parties have executed this <strong>Agreement</strong>. The Client agrees that the <strong>Down Payment</strong> is non-refundable.

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<strong>Fee for Services</strong>. The <strong>Developer</strong>’s fee for services is <input class="form-control paper" value="$400"> for each half-day of work expended towards the <strong>Development Project</strong>. This fee may contractually increase due to the <strong>Client</strong>’s non-payment pursuant to section 3.8.

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<strong>Payment of Development Costs and Expenses</strong>. In addition to the <strong>Developer</strong>’s fee, the <strong>Client</strong> shall pay for all costs and expenses reasonably incurred by the <strong>Developer</strong> and reasonably necessary to complete the <strong>Development Project</strong>. The parties agree that such costs include (but are not limited to):

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fees for server space to store Work Product;

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costs for application-hosting and management platforms, including but not limited to Heroku, Codeship, and Github; and,

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development license fees

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Further, the <strong>Client</strong> shall not object to the reasonableness of any individual cost or expense <input class="form-control paper" value="$100"> or less in value. Concomitantly, the <strong>Developer</strong> shall consult with the <strong>Client</strong> prior to incurring any expense greater than <input class="form-control paper" value="$100"> in value.

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Finally, if the <strong>Client</strong> refuses to authorize any purchase pursuant to this section, the <strong>Developer</strong> may either:

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stop working on the <strong>Development Project</strong> until the <strong>Client</strong> authorizes the disputed purchase; or,

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immediately terminate the contract. In this event, the termination will be effective as of the date the <strong>Developer</strong> gives the <strong>Client</strong> written notice of termination pursuant to this section.

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Invoicing. The Developer shall invoice the <strong>Client</strong> for all fees earned and costs and expenses accrued on a weekly basis. The Client agrees to receive each invoice by e-mail. The form of the invoice will provide the following information:

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the total number of days (either in the aggregate or per discrete item of work performed), to the <input class="form-control paper" value="half-day">, that the <strong>Developer</strong> (or his assignees or sub-contractors) worked on the <strong>Development Project</strong>

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a description of each discrete item of work performed,

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the name of the person performing either all work or each discrete item of work;

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the date on which each discrete item of work was performed;

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a descriptive list of all costs and expenses incurred; and,

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the total amount of fees, costs and expenses owed (after deducting any remaining balance from the <strong>Down Payment</strong>).

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<strong>Payment of Fees, Costs and Expenses</strong>. Any fees, costs or expenses owed to the <strong>Developer</strong> will first be deducted against the <strong>Down Payment</strong>. Once the down payment is exhausted, the <strong>Client</strong> shall pay all monies owed within <input class="form-control paper" value="7 days"> after the date on which <strong>Developer</strong> invoices the <strong>Client</strong>.

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By way of illustration only, if the <strong>Developer</strong> invoices the <strong>Client</strong> via e-mail on Monday, July 2, 2020, then the <strong>Client</strong> must deliver payment to the <strong>Developer</strong> any time before Tuesday, July 10, 2020.

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<strong>Immediate Invoicing and Payment for Fees</strong>. Regardless of any other provision in this <strong>Agreement</strong> to the contrary, the <strong>Developer</strong> may immediately invoice the <strong>Client</strong> when the total amount of fees, costs or expenses presently due is <input class="form-control paper" value="$1,000"> or more. The <strong>Client</strong> shall pay these monies within <input class="form-control paper" value="7 days"> after the date on which the <strong>Developer</strong> invoices the <strong>Client</strong> pursuant to this section.

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<strong>Form of Payment</strong>. The <strong>Developer</strong> shall choose a bank account. Whenever the <strong>Client</strong> owes any fees, costs or expenses pursuant to this <strong>Agreement</strong>, the <strong>Client</strong> shall either pay those monies via wire payment to this account, or by cashier’s check or money order made payable to the <strong>Developer</strong>.

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<strong>Consequences of Non-Payment</strong>. Regardless of any provision in this <strong>Agreement</strong> to the contrary, the parties agree that the <strong>Client</strong>’s failure to timely pay any and all invoiced fees, costs, and expenses is a total breach of this <strong>Agreement</strong>, and in that event the <strong>Developer</strong> retains the right to either:

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stop working on the <strong>Development Project</strong> until the <strong>Client</strong> pays all monies owed;

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immediately terminate the contract. In this event, the termination will be effective as of the date the <strong>Developer</strong> gives the <strong>Client</strong> written notice of termination pursuant to this section; or,

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continue to work on the <strong>Development Project</strong>. However, in the event the <strong>Developer</strong> continues to work pursuant to this section, the <strong>Developer</strong>’s fees for future work performed on the <strong>Development Project</strong> will increase to <input class="form-control paper" value="$2000 per day">, and the <strong>Client</strong> agrees to and shall pay this increased daily fee. This fee increase will remain in effect unless and until the <strong>Client</strong> pays all outstanding monies owed, at which time all fees for future services will reduce back to the rate listed in section 3.2.

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<strong>Client Representative</strong>. Within 24 hours after all parties sign this Agreement, the <strong>Client</strong> shall choose <input class="form-control paper" value="John Q. Public"> as a <strong>Client Representative</strong>. The <strong>Client</strong> shall give the <strong>Client Representative</strong> agency and mandate to:

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give instructions or directions to the <strong>Developer</strong> on behalf of the <strong>Client</strong>, and to review the <strong>Developer’s Work Product</strong> from time to time;

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amend the details or enlarge the scope of the <strong>Development Project</strong>, as set out in <strong>Exhibit A</strong>; and,

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consult with the <strong>Developer</strong> on costs and expenses necessary to complete the <strong>Development Project</strong>, and to authorize the purchase of expenses greater than <input class="form-control paper" value="$100"> in value.

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Furthermore, the <strong>Client</strong> warrants that it has given the <strong>Client Representative</strong> the agency and mandate described above, and the <strong>Client</strong> shall not give instructions; amend the details or enlarge the scope of the <strong>Development Project</strong>; or consult on development costs except through the <strong>Client Representative</strong>. The <strong>Client</strong> may replace the <strong>Client Representative</strong> with another at any time, and this replacement becomes effective once the <strong>Developer</strong> has received written notice of the change from the <strong>Client</strong>.

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<strong>Additions to the Development Project</strong>. The <strong>Client</strong> (only through the <strong>Client Representative</strong>) and <strong>Developer</strong> may agree in writing at any time to amend the details or enlarge the scope of the <strong>Development Project</strong> as set out in <strong>Exhibit A</strong>.

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If the <strong>Client</strong> desires such an amendment, but the <strong>Developer</strong> does not agree, the <strong>Client</strong> may attempt to terminate this <strong>Agreement</strong> by giving the <strong>Developer</strong> written notice of termination pursuant to this section.

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If the <strong>Developer</strong> does not agree, in writing, to the <strong>Client</strong>’s proposed amendment within <input class="form-control paper" value="14 days"> after the <strong>Developer</strong> receives written notice pursuant to this section, this <strong>Agreement</strong> is terminated.

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Finally, no amendment to <strong>Exhibit A</strong> may be made which reduces or eliminates the amount of fees, costs, or expenses already owed to the <strong>Developer</strong> pursuant to this <strong>Agreement</strong>.

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<strong>Ownership of Work Product</strong>.

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<strong>Work-for-Hire</strong>. All <strong>Work Product</strong> created and wholly owned by the <strong>Developer</strong> is work made for hire, and all rights to the <strong>Work Product</strong> vest in the <strong>Client</strong> (specifically excluding, however, any <strong>Work Product</strong> in which the <strong>Developer</strong> no longer owns the copyright or possesses any other rights). The <strong>Developer</strong> has no right to the <strong>Work Product</strong> made for hire or any interest in it, except for the license granted by the <strong>Client</strong> to the <strong>Developer</strong> pursuant to section 6.3.

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<strong>Assignment of Rights</strong>. To further ensure that the <strong>Client</strong> retains full rights to the <strong>Work Product</strong> made for hire, the <strong>Developer</strong> assigns to the <strong>Client</strong>

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all rights to the <strong>Work Product</strong> owned or retained by the <strong>Developer</strong> that do not vest in the <strong>Client</strong> by operation of law; and,

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all copyright interests (if any) in the <strong>Work Product</strong> owned by the <strong>Developer</strong> under law.

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Nothing in this subsection will be construed to divest the <strong>Developer</strong> of the license granted by the <strong>Client</strong> pursuant to section 6.3.

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<strong>Developer’s License</strong>. Regardless of any other provision in this <strong>Agreement</strong> to the contrary, and in consideration of the work performed pursuant to this <strong>Agreement</strong>, the <strong>Client</strong> forever grants to the <strong>Developer</strong> a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, or sell all <strong>Work Product</strong> made for hire (or any component thereof) for any purpose and in any manner the <strong>Developer</strong> deems fit, including (but not limited to) the right to copy, modify, make derivative works, publish, sell, transfer, license, assign, or give away the <strong>Work Product</strong>, without giving any notice or payment to the <strong>Client</strong>.

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Furthermore, the <strong>Client</strong> specifically grants to the <strong>Developer</strong> as part of this license the right to transfer, give or sell this license or any rights thereof to others, without giving any notice or payment to the <strong>Client</strong>. The <strong>Client</strong> specifically understands and agrees that the <strong>Developer</strong> may sell any <strong>Work Product</strong> made for hire pursuant to this <strong>Agreement</strong> to others, and that others may use, reproduce, and sell this <strong>Work Product</strong> pursuant to the license granted by this section.

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<strong>Client’s Warranties</strong>.

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The <strong>Client</strong> warrants that it is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization or incorporation (as the case may be);

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The <strong>Client</strong> warrants that it possesses all requisite power and authority to:

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own, operate, and lease its properties, and to carry on its business as it is now being conducted; and,

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sign, deliver, and perform this <strong>Agreement</strong>.

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The <strong>Client</strong> warrants that it has taken all necessary action to authorize the signing, delivery, and performance of this <strong>Agreement</strong>.

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The <strong>Client</strong> warrants that it has duly signed this <strong>Agreement</strong>, and that the <strong>Client</strong>’s signature and consent constitutes a legal, valid, and binding obligation that is enforceable against the <strong>Client</strong>.

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<strong>Developer’s Warranties.</strong>

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The <strong>Developer</strong> warrants that it possesses all requisite power and authority to:

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own, operate, and lease its properties, and to carry on its business as it is now being conducted; and,

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sign, deliver, and perform this <strong>Agreement</strong>.

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The <strong>Developer</strong> warrants that it has taken all necessary action to authorize the signing, delivery, and performance of this <strong>Agreement</strong>.

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The <strong>Developer</strong> warrants that it has duly signed this <strong>Agreement</strong>, and that the <strong>Developer</strong>’s signature and consent constitutes a legal, valid, and binding obligation that is enforceable against the <strong>Developer</strong>.

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The <strong>Developer</strong> warrants that all <strong>Work Product</strong> is:

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useable by the <strong>Client</strong> and fit for its intended purpose;

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operates in conformity with the specifications as set out in <strong>Exhibit A</strong>; and,

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at the time of delivery, free of viruses, Trojan horses, malware, spyware, or other software that could damage the software or hardware of the <strong>Client</strong> or of any other <strong>Client</strong>-authorized user of the <strong>Work Product</strong>.

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<strong>Development Credit</strong>. The Developer may reference, credit, or describe any <strong>Work Product</strong> created, or <strong>Development Project</strong> completed, pursuant to this <strong>Agreement</strong> on the <strong>Developer</strong>’s website, during presentations, or performances, or by any other printed, audio, broadcast, video, digital, or other medium.

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<strong>Termination</strong>.

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<strong>Termination on Completion</strong>. This <strong>Agreement</strong> terminates when

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the <strong>Developer</strong> has reasonably completed the <strong>Development Project</strong> as set out in <strong>Exhibit A</strong>;

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the <strong>Developer</strong> has tendered all <strong>Work Product</strong> to the <strong>Client</strong> pursuant to section 2.3; and,

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the <strong>Client</strong> has paid all fees, cost and expenses owed to the <strong>Developer</strong> pursuant to section 3.5.

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<strong>Termination for Cause</strong>. This <strong>Agreement</strong> also terminates when:

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either the <strong>Developer</strong> or <strong>Client</strong> breaches a promise or warranty made under this <strong>Agreement</strong>; and,

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the non-breaching party gives written notice to the breaching party that the <strong>Agreement</strong> is being terminated for cause pursuant to this section.

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<strong>Termination as Otherwise Provided in this Agreement</strong>. This <strong>Agreement</strong> also terminates as provided for in sections 3.3, 3.8, and 5.

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<strong>General Provisions</strong>.

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<strong>Governing Law</strong>. The laws of Louisiana govern all matters relating to this <strong>Agreement</strong>, including torts and other lawsuits filed.

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<strong>Venue</strong>. Any lawsuit relating to, or seeking relief from, this <strong>Agreement</strong> shall be filed in a state court of competent jurisdiction within the state of Louisiana.

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<strong>Assignment and Delegation</strong>. The <strong>Client</strong> shall not assign or delegate its performance under the <strong>Agreement</strong>, except as provided in section 4 relating to the <strong>Client Representative</strong>. The <strong>Developer</strong> shall not assign or delegate its performance under this <strong>Agreement</strong>, except as provided in section 2.4 relating to assignees and subcontractors.

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<strong>Successors and Assigns</strong>. This <strong>Agreement</strong> binds and benefits the parties and their respective, permitted successors and assigns (if any).

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<strong>Merger</strong>. This <strong>Agreement</strong> is the final, complete, and exclusive statement of the parties’ agreement on the matters contained in this <strong>Agreement</strong>. This <strong>Agreement</strong> supersedes all previous negotiations and agreements.

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<strong>Notices</strong>. The parties shall give all notices and consents required under this <strong>Agreement</strong> in writing. Except as otherwise provided in sections 3.5 and 3.6 relating to invoicing, a notice or consent from one party is effective on the date the other party receives it.

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<strong>Amendments</strong>. Any amendment to this <strong>Agreement must</strong> and shall be made by an agreement in writing, signed by both parties.

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<p>

To evidence the parties’ agreement to this <strong>Agreement</strong>, they have signed and delivered it on the date set forth in the <strong>Preamble</strong>.

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<p class="col-xs-6 col-sm-6 col-md-6 col-lg-6">

<input class="form-control paper" value="Kurtis Rainbolt-Greene">

<br>

<input class="form-control paper" value="Difference Engineers">

</p>

<p class="col-xs-6 col-sm-6 col-md-6 col-lg-6">

<input class="form-control paper" value="John Q. Public">

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<input class="form-control paper" value="Company Name">

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<form class="form">

<h1>EXHIBIT A</h1>

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By affixing their respective signatures below, the parties agree that entire scope of development and programming work contracted for pursuant to this <strong>Agreement</strong>, including the specific goals, intended purpose, and other technical details of the <strong>Development Project</strong>, are set out as described in this <strong>Exhibit A</strong>.

</p>

<textarea class="form-control paperarea"></textarea>